AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
AMENDMENT NO. 2, dated as of July 1, 1997, to the employment agreement
dated May 26, 1993 (as heretofore and hereafter amended, modified or
supplemented from time to time in accordance with its terms, the "Employment
Agreement"), by and between Finlay Fine Jewelry Corporation, a Delaware
corporation (the "Corporation"), and Xxxxx X. Xxxxxxxxx (the "Executive").
W I T N E S S E T H :
WHEREAS, the parties hereto mutually desire to amend certain provisions of
the Employment Agreement;
NOW, THEREFORE, for good and valuable consideration, the parties hereto
agree, as follows:
1. (a) The preamble to the Employment Agreement shall be amended by
deleting the clause ", President and Chief Executive Officer" from the third
"WHEREAS" clause therein.
(b) Section 2(a) of the Employment Agreement shall be amended by deleting
the clause ", President and Chief Executive Officer" from the second sentence
thereof.
(c) Section 2(b) of the Employment Agreement shall be amended by deleting
the clause ", President and Chief Executive Officer" in the first sentence
thereof.
(d) Each of Section 8(c)(i) and (ii) shall be amended by deleting the
clause ", President and Chief Executive Officer" therefrom.
(e) A new Section 8(c)A shall be added to the Employment Agreement
immediately after the text of Section 8(c) thereof, which shall read in its
entirety as follows:
"8(c)A. The Executive may elect to terminate his employment
hereunder and such termination shall be deemed to be a termination of
his employment without "cause" in the event Executive commences
service, whether on a full-time or part- time basis, as an officer,
director, commissioner, employee or assumes any other position with a
federal, state, municipal or other governmental, quasi- governmental
or regulatory agency, commission or other authority, or assumes any
other public or political office."
(f) The provisions of Section 9(b) of the Employment Agreement shall be
amended so that the clause "or Section 8(c)A above" is inserted in the first
sentence thereof immediately after the clause "Section 8(c) above".
(g) The provisions of this Paragraph 1 shall be effective as of January 30,
1996.
2. (a) Section 2(a) of the Employment Agreement shall be amended by
deleting the date "January 31, 1998" in the first sentence thereof and
substituting therefor the date "January 31, 1999" and Section 8(a) of the
Employment Agreement shall be amended by deleting the date "January 31, 1998" in
clause (iv) thereof and substituting therefor the date "January 31, 1999."
(b) Except as expressly set forth herein, the Executive shall have no other
title with the Corporation or any affiliate thereof.
(c) The provisions of this Paragraph 2 shall be effective as of July 1,
1997.
3. Upon expiration of the term of the Employment Agreement on January 31,
1999, the Executive shall be appointed Chairman Emeritus of Enterprises and
shall be retained in such capacity for a period of two years thereafter.
4. Except as amended hereby, the Employment Agreement shall remain in full
force and effect, without change or modification.
5. This instrument may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
-2-
IN WITNESS WHEREOF, the parties hereto have signed
this Amendment as of the day and year first above written.
FINLAY FINE JEWELRY CORPORATION
By /s/Xxxxxx X. Xxxxxx
----------------------------
Xxxxxx X. Xxxxxx
Chariman and Chief Executive
Officer
/s/Xxxxx X. Xxxxxxxxx
----------------------------
Xxxxx X. Xxxxxxxxx
The undersigned agrees to
and accepts the foregoing
amendment:
FINLAY ENTERPRISES, INC.
By: /s/Xxxxxx X. Xxxxxx
---------------------------------
Xxxxxx X. Xxxxxx
President, Chief Executive Officer
and Vice Chairman
-3-
